Notice of Books Closure and Dividend Payment Dates
Subject to shareholders’ approval of the payment of the proposed final dividend at the Eighteenth Annual General Meeting to be convened on 28 April 2016, the Share Transfer
Books and Register of Members of the Company will be closed on 6 May 2016.
Duly completed transfers received by the Company’s Registrar, M & C Services Private Limited, 112 Robinson Road #05-01 Singapore 068902, up to 5.00 p.m. on 5 May 2016 (the
“
Entitlement Date
”) will be registered to determine shareholders’ entitlement to the proposed final dividend. Subject as aforesaid, persons whose securities accounts with The Central
Depository (Pte) Limited are credited with ordinary shares in the capital of the Company as at 5.00 p.m. on the Entitlement Date, will be entitled to the proposed final dividend.
The proposed final dividend, if approved by shareholders of the Company, will be paid on 20 May 2016.
EXPLANATORY NOTES:
(a)
Ordinary Resolution No. 3 is to approve the re-appointment of Mr Bertie Cheng as a Director of the Company. Mr Cheng who is over the age of 70 was re-appointed as a
Director to hold office from the date of the last Annual General Meeting (held on 27 April 2015) until this Annual General Meeting pursuant to Section 153(6) of the Act
(which was then in force). Section 153(6) of the Act was repealed when the Companies (Amendment) Act 2014 came into effect on 3 January 2016. As his appointment
lapses at this Annual General Meeting, Mr Cheng will have to be re-appointed to continue in office. If passed, Ordinary Resolution No. 3 will approve and authorise the
continuation of Mr Cheng in office from the date of this Annual General Meeting onwards without limitation in tenure, save for prevailing applicable laws, listing rules
and/or regulations, including the Company’s Articles of Association. Upon his re-appointment, Mr Cheng, who is considered independent, will remain as the Chairman of
the Board of Directors of the Company and as the Chairman of the Executive Committee, the Nominating Committee and the Remuneration Committee of the Company.
(b)
Ordinary Resolution No. 4 is to approve the re-appointment of Mr Yap Boh Pin as a Director of the Company. Mr Yap who is over the age of 70 was re-appointed as a
Director to hold office from the date of the last Annual General Meeting (held on 27 April 2015) until this Annual General Meeting pursuant to Section 153(6) of the Act
(which was then in force). Section 153(6) of the Act was repealed when the Companies (Amendment) Act 2014 came into effect on 3 January 2016. As his appointment
lapses at this Annual General Meeting, Mr Yap will have to be re-appointed to continue in office. If passed, Ordinary Resolution No. 4 will approve and authorise the
continuation of Mr Yap in office from the date of this Annual General Meeting onwards without limitation in tenure, save for prevailing applicable laws, listing rules and/
or regulations, including the Company’s Articles of Association. Upon his re-appointment, Mr Yap, who is considered independent for the purposes of Rule 704(8) of the
Listing Manual of the SGX-ST, will remain as the Chairman of the Audit Committee and a member of the Nominating Committee of the Company.
(c)
Ordinary Resolution No. 5 is to approve the re-election of Mr Lim Chai Hock Clive, who is retiring by rotation, in accordance with Article 91 of the Articles of Association
of the Company. Upon his re-election, Mr Lim will remain as a member of the Executive Committee of the Company.
(d)
Ordinary Resolution No. 6 is to approve the re-election of Mr Ronald Seah Lim Siang, who is retiring by rotation, in accordance with Article 91 of the Articles of Association
of the Company. Upon his re-election, Mr Seah will remain as a member of the Remuneration Committee and the Executive Committee of the Company.
(e)
Ordinary Resolution No. 7 is to approve the re-election of Ms Ho Koon Lian Irene, who was previously appointed by resolution of the Board of Directors, and is retiring
in accordance with Article 97 of the Articles of Association of the Company. Upon her re-election, Ms Ho, who is considered non-independent for the purpose of Rule
704(8) of the Listing Manual of the SGX-ST, will remain as a member of the Audit Committee of the Company.
(f)
Ordinary Resolution No. 8 is to approve the payment of an aggregate sum of $453,750 as Directors’ remuneration for the financial year ended 31 December 2015. If
approved, each of the Directors will receive approximately 70% of his Directors’ remuneration in cash and approximately 30% of his Directors’ remuneration in the form
of a restricted share award pursuant to the TeleChoice Restricted Share Plan (“
Restricted Share Plan
”). Please refer to the section on “Remuneration Matters” in the
Corporate Governance Report on pages 27 to 39 of the Annual Report 2015 for the rationale in including a share component to the Directors’ remuneration. The number
of Shares to be awarded will be based on the volume-weighted average price (“
VWAP
”) of a Share listed on the SGX-ST over the 14 trading days commencing on (and
including) the ex-dividend date that immediately follows the date of this Annual General Meeting. The number of Shares to be awarded will be rounded down to the
nearest thousand shares, and any residual balance settled in cash. The restricted share awards will consist of the grant of fully paid shares, without any performance
or vesting conditions attached. However, in order to encourage alignment of interest of the Directors with the interests of shareholders, a Director is required to hold
such number of Shares equivalent to at least: (i) the prevailing annual basic Board retainer fee, based on the VWAP of a Share listed on the SGX-ST over the 14 trading
days from (and including) the ex-dividend date (if any) following the date of the Company’s last concluded Annual General Meeting (and in the event that no dividend is
declared at such last concluded Annual General Meeting, the VWAP of a Share listed on the SGX-ST over the 14 trading days commencing after the date of such last
concluded Annual General Meeting); or (ii) the total number of Shares awarded to that Director under the Restricted Share Plan for the financial year ended 31 December
2015 and onwards, whichever is lower. Notwithstanding the foregoing, a Director is permitted to dispose of all of his Shares after the first anniversary of the date of
his cessation as a Director of the Company.
(g)
Ordinary Resolution No. 10 is to authorise the Directors to issue Shares in the capital of the Company and to make or grant instruments (such as warrants or debentures)
convertible into Shares, and to issue Shares in pursuance of such instruments, up to an amount not exceeding in total 50% of the issued Shares (excluding treasury shares)
in the capital of the Company, with a sub-limit of 20% for issues other than on a pro rata basis to shareholders. For the purpose of determining the aggregate number
of Shares that may be issued, the percentage of issued share capital shall be based on the issued share capital of the Company at the time that Ordinary Resolution No.
10 is passed, after adjusting for (a) new Shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which
are outstanding or subsisting at the time that Ordinary Resolution No. 10 is passed, and (b) any subsequent bonus issue, consolidation or subdivision of Shares.
(h)
Ordinary Resolution No. 11 is to authorise the Directors to offer and grant awards and to allot and issue Shares in the capital of the Company in accordance with the rules
and terms of the Restricted Share Plan and/or the TeleChoice Performance Share Plan (the “
Performance Share Plan
”) (the Restricted Share Plan and the Performance
Share Plan shall collectively be referred to as the “
Share Plans
”), provided that the aggregate number of Shares to be allotted and issued pursuant to the Share Plans
shall not exceed 15% of the total number of issued Shares in the capital of the Company (excluding treasury shares) from time to time. The Restricted Share Plan and
the Performance Share Plan were adopted by the shareholders of the Company at an Extraordinary General Meeting of the Company held on 27 April 2007. Details
of the Restricted Share Plan and the Performance Share Plan are set out in the Company’s circular to shareholders dated 11 April 2007. The grant of options and/or
awards under the respective Share Plans will be made in accordance with their respective provisions.
(i)
Ordinary Resolution No. 12 is to renew the mandate to allow the Company, its subsidiaries and its associated companies that are entities at risk or any of them to enter
into certain interested person transactions with certain classes of interested persons as described in the Annexure to the Appendix to the Annual Report dated 13 April
2016 (the “
Appendix
”). The authority will, unless revoked or varied by the Company in general meeting, continue in force until the conclusion of the next Annual General
Meeting of the Company.
127
TELECHOICE INTERNATIONAL LIMITED
2015 ANNUAL REPORT
NOTICE OF EIGHTEENTH
ANNUAL GENERAL MEETING
